Unsponsored American Depositary Receipts for Ordinary Shares of Gerresheimer AG

Ladies and Gentlemen:

We refer to the
registration statement to be filed on Form F-6 under the Securities Act of 1933 (the "Registration Statement") by the
legal entity created by the agreement for issuance of American Depositary Shares ("ADSs") evidenced by American Depositary
Receipts ("ADRs") for Ordinary Shares of Gerresheimer AG for which you propose to act as Depositary.

We are of the opinion
that the ADSs covered by the Registration Statement, when issued in accordance with the terms of the ADRs, will, when sold, be
legally issued and will entitle the holders thereof to the rights specified in the ADRs.

This opinion may
be used by you as an exhibit to the Registration Statement.